LEASE 


OF  THE 


Vermont&Massachusetts  Railroad 


COMPANY. 


TO  THE 


THE  LIBRARY  OF  THE 

JUN  29  1932 


UNIVERSITY  OF  ILLINOIS 


FITCHBURG  RAILROAD  COMPANY, 


FOR 


Nine  Hundred  and  Ninety-Nine  Years, 


FROM  JANUARY  1st,  1874. 


LEASE 


OF  THE 


Vermont&Massachusetts  Railroad 

\  V  t 


COMPANY, 

THE  LIBRARY  OF  THE 

TO  THE  IUN  '  1932 

UNIVERSITY  OF  ILLINOIS, 

FITCHBURG  RAILROAD  COMPANY, 


FOR 


Nine  Hundred  and  Ninety-Nine  Years, 


FROM  JANUARY  1st,  1874. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/leaseofvermontma00verm_0 


32 


SA 


LEASE. 


this  indenture,  made  this  first  day  of  January 
in  the  year  of  our  Lord  one  thousand  eight  hundred 
and  seventy-four,  by  and  between  The  Vermont  and 
Massachusetts  Railroad  Company,  a  Corporation  ex¬ 
isting  under  and  by  virtue  of  the  laws  of  the  States  of 
Massachusetts  and  Vermont,  of  the  first  part,  and  The 
Fitchburg  Railroad  Company,  a  Corporation  existing 
under  and  by  virtue  of  the  laws  of  the  State  of  Massa¬ 
chusetts,  of  the  second  part  —  Witnesseth  — 

That  the  said  Vermont  and  Massachusetts  Railroad  Property 
Company  doth  hereby  lease ,  demise ,  and  let  unto  theleased' 
said  Fitchburg  Railroad  Company,  its  successors  and 
assigns,  its  Railroad  extending  from  the  terminus  of 
the  Fitchburg  Railroad  in  Fitchburg  to  Brattleboro  in 
the  state  of  V ermont,  and  from  “  Grouts  Corner  ”  in 
Montague  to  Greenfield,  together  with  its  branch  from 
Deerfield  to  Turners  Falls  —  and  also  all  the  lands  on 
which  said  Railroad  is,  or  shall  be  located  within  said 
Terminal  points  ;  or  which  are  connected  with  the  uses 
of  said  V ermont  and  Massachusetts  Railroad  Company 
and  are  its  property,  and  all  the  rights,  easements, 
franchises,  and  privileges  appurtenant  thereto  —  and 
all  the  turnouts,  branch-tracks,  depot  grounds,  water 
rights,  stations,  super- structures,  and  fixtures  connected 
therewith,  or  belonging  thereto,  or  used  therewith,  and 
the  lands  on  which  the  same  are  now  situate  or  stand¬ 
ing,  so  far  as  the  same  are  the  property  of  the  said 
Vermont  and  Massachusetts  Railroad  Company,  and 
whether  included  within  its  location  or  not  —  and 
generally  all  and  singular  the  real  estate,  tenements, 


812945 


4 


Property 
assigned 
and  made 
over. 


Contracts 
and  encum 
brances 
to  which 
leased 
property 
is  subject. 


franchises,  and  appurtenances  of  the  party  of  the  first 
part,  and  all  its  cars,  engines,  and  equipments  of  every 
nature  and  description.  Also  all  the  personal  property 
of  the  party  of  the  first  part,  however  the  same  may 
he  described,  or  wherever  situate  —  saving  and  except¬ 
ing  only  that  all  its  open  contracts  for  the  transaction 
of  its  business,  its  notes,  accounts,  bills  receivable,  cash, 
cash  funds,  all  its  interest  in  the  sinking  fund,  and 
claims  of  whatever  nature  and  description,  outstanding 
in  its  favor  or  arising  or  hereafter  to  arise  under  any 
contract  or  contracts,  and  belonging  to  the  party  of  the 
first  part,  on  the  first  day  of  January  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  seventy-four, 
are  on  that  day  to  be  and  become  the  full  and  absolute 
property  of  the  said  Fitchburg  Railroad  Company,  and 
the  same  are  hereby  conveyed  to  said  last  named  cor¬ 
poration  in  consideration  of  these  presents  — 

Excepting  however  and  always  provided,  the  forego¬ 
ing  demise  is  made  subject  to  a  lease  from  the  Vermont 
and  Massachusetts  Railroad  Company  to  the  Rutland 
Railroad  Company  of  that  part  of  its  road  extending 
from  “  Grouts  Corner  ”  to  Brattleboro,  and  to  all  the 
covenants,  stipulations,  and  provisions  therein  con¬ 
tained  ;  and  also  subject  to  all  the  terms  and  condi¬ 
tions  of  a  contract  by  and  between  said  Vermont  and 
Massachusetts  Railroad  Company  and  the  Cheshire 
Railroad  Company  for  the  joint  use  by  the  said  two 
Companies  of  so  much  of  the  road  of  the  Vermont  and 
Massachusetts  Railroad  Company  as  extends  from 
Fitchburg  to  Ashburnham  Junction,  and  for  other 
privileges,  to  which  lease  and  contract  reference  may 
be  had ;  and  also  subject  to  all  other  existing  incum¬ 
brances,  liens,  and  contracts  (although  not  specifically 
mentioned)  entered  into,  made,  or  suffered  by  the  Ver¬ 
mont  and  Massachusetts  Railroad  Company.  And  the 
Fitchburg  Railroad  Company  shall  be  entitled  to  re¬ 
ceive  the  rent  reserved  under  said  lease  and  contract, 
now  or  hereafter  to  become  due,  and  to  the  full  bene¬ 
fit  of  all  the  covenants  of  the  lessees  in  said  lease  and 


5 


contract ;  and  the  Vermont  and  Massachusetts  Rail¬ 
road  Company  will  execute  all  instruments  which  shall 
be  reasonably  necessary  for  that  purpose. 

To  have  and  to  hold  the  same  to  the  said  Fitchburg  Terra- 
Railroad  Company,  its  successors  and  assigns  for  the 
term  of  nine  hundred  and  ninety-nine  years  from  and 
after  the  first  day  of  January  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  seventy-four. 

And  the  said  V ermont  and  Massachusetts  Railroad  Covenant 


Company  doth  hereby  covenant  and  agree  with  the  effectu* 
said  Fitchburg  Railroad  Company,  that  it  will,  at  all 
times,  upon  reasonable  request,  execute  any  and  all 
instruments  that  may  be  requisite  or  necessary  to  con¬ 
firm,  and  to  its  full  meaning  and  intent  effectuate  and 
establish  the  foregoing  lease  and  assignment. 

And  the  said  V  ermont  and  Massachusetts  Railroad  Covenant 

to  sell  real 

Company  doth  further  covenant  and  agree,  that  it  will estate- 
upon  the  written  request  of  the  Fitchburg  Railroad 
Company,  sell  and  convey  to  such  person  or  persons 
as  the  said  Fitchburg  Railroad  Company  may  appoint, 
such  portions  or  parcels  of  the  real  estate  held  in  fee 
by  the  Vermont  and  Massachusetts  Railroad  Company, 
and  outside  of  its  location,  as  the  said  Fitchburg  Rail¬ 
road  Company  may  designate,  and  upon  such  reason¬ 
able  terms  as  the  said  Fitchburg  Railroad  Company 
may  direct ;  but  upon  the  express  agreement  however, 
by  the  Fitchburg  Railroad  Company  that  all  the  pro¬ 
ceeds  thereof,  or  a  sum  equal  thereto,  shall  be,  or  shall 
previously,  from  the  funds  of  the  Fitchburg  Railroad 
Company,  have  been,  applied  to  permanent  and  sub¬ 
stantial  improvements,  upon  or  connected  with  the 
road  or  real  estate  of  the  Vermont  and  Massachusetts 
Railroad  Company,  and  such  as  are  not  in  the  nature 
merely  of  renewals  or  repairs. 

And  the  said  V ermont  and  Massachusetts  Railroad  covenant  to 

maintain  or- 

Company  doth  further  agree,  that,  during  the  contin-  ganization. 
uance  of  this  lease  and  agreement,  it  will  maintain  its 
organization  and  existence  as  a  body  corporate,  and  to 
that  end  will  comply  with  all  the  forms  and  requisites 


6 


That  Lessee 
may  use  the 
name  of  the 
Lessor. 


That  Lessor 
will  not  en¬ 
gage  in  any 
new  enter¬ 
prise. 


That  Lessor 
will  do  all 
Corporate 
Acts  for  im¬ 
proving  and 
straighten¬ 
ing  road. 


of  the  law ;  and  that  it  will  do  and  perforin  all  such 
acts,  at  the  request  of  the  party  of  the  second  part, 
lawful  and  consistent  with  the  rights  of  the  party  of 
the  first  part,  and  its  public  duty,  as  shall  be  proper 
and  necessary  to  the  due  preservation  and  protection 
of  all  the  property,  rights,  franchises  and  interests 
herein  demised  or  granted  to  the  party  of  the  second 
part,  and  to  the  improvement  of  its  property  and  in¬ 
crease  of  the  facilities  of  its  business,  to  carry  into  ef¬ 
fect  the  true  intent  and  meaning  of  this  agreement, 
and  that  in  default  thereof  the  same  may  be  done  by 
the  party  of  the  second  part,  so  far  as  it  can  lawfully 
do  the  same,  or  by  its  agents,  successors,  and  assigns, 
in  the  name  and  as  the  act  of  the  party  of  the  first 
part ;  and  also  that  the  party  of  the  second  part  may 
use  the  name,  franchise,  and  corporate  power  of  the 
party  of  the  first  part  in  commencing  and  prosecuting 
any  suit  in  law  or  equity,  which  may  be  necessary  to 
enable  the  party  of  the  second  part  to  assert  or  main¬ 
tain  any  right  secured  to  it  by  this  instrument,  or  to 
enforce  payment  of  damages  for  injury  thereto  ;  and 
also  that  the  party  of  the  first  part  will  not  engage  in 
any  new  enterprise,  construct  any  new  road,  issue  any 
additional  stock,  or  incur  any  new  debt  or  liability  ex¬ 
cept  in  the  issue  of  bonds  or  stock  as  herein  provided 
for  the  purposes  herein  expressed,  so  long  as  this  lease 
is  valid  and  binding,  except  at  the  written  request  of 
the  Fitchburg  Railroad  Company;  and  will  not  in  any 
way  interfere  or  act  in  the  use  or  management  of  its 
road  or  its  appurtenances,  except  it  shall  be  authorized 
to  do  so  by  re-entry  in  case  of  default  of  the  party  of 
the  second  part  as  hereinafter  provided. 

And  the  said  Vermont  and  Massachusetts  Railroad 
Company  doth  agree  to  do  all  lawful  corporate  acts> 
upon  the  request  of  the  said  Fitchburg  Railroad  Com¬ 
pany,  that  may  be  necessary  for  the  improvement  or 
straightening  of  said  Railroad,  its  stations,  or  grounds  ; 
provided,  always,  that  all  the  expenses  incurred  by  the 
said  party  of  the  first  part,  under  this,  or  the  preced- 


7 


ing  clause  shall  be  borne  by  the  party  of  the  second 
part. 

And  whereas  it  is  probable  that  large  expenditures 
may  be  necessary  upon  the  line  of  the  Vermont  bonds10” 

Massachusetts  Railroad  to  accommodate  traffic,  the 
said  Vermont  and  Massachusetts  Railroad  Company 
doth  further  covenant  and  agree  that  it  will,  at  the 
written  request  of  the  Fitchburg  Railroad  Company, 
from  time  to  time  issue  its  additional  unconvertible 
bonds,  at  a  rate  of  interest  either  of  six  or  seven  per 
cent,  at  the  option  of  the  Fitchburg  Railroad  Com¬ 
pany,  to  the  extent  of  its  right  under  its  charter  and 
legislative  acts  in  that  behalf,  and  any  further  legisla¬ 
tive  acts  which  may  be  hereafter  passed;  provided 
however  said  issue  of  additional  bonds  shall  never  ex¬ 
ceed  one  million,  five  hundred  thousand  dollars,  (ex¬ 
cept  renewals  of  its  bonds  as  hereinafter  provided)  to 
be  delivered  to  and  sold  by  said  Fitchburg  Railroad 
Company,  but  at  not  less  than  par,  and  upon  the  ex¬ 
press  agreement  by  the  Fitchburg  Railroad  Company, 
that  it  will  pay  the  principal  and  interest  thereof  as 
they  may  become  due,  and  save  the  Vermont  and 
Massachusetts  Railroad  Company  harmless  therefrom, 
and  will,  in  the  event  that  it  places  a  mortgage  or 
other  lien  upon  its  road,  or  upon  its  interest  in  the 
Vermont  and  Massachusetts  Road,  include  and  secure 
in  said  mortgage  all  said  bonds  outstanding  and  un¬ 
paid,  and  all  bonds  issued  in  reneAval  of  the  same  as 
hereinafter  provided  —  and  upon  the  further  agree¬ 
ment,  that  all  the  proceeds  of  said  bonds,  or  a  sum 
equal  thereto,  shall  be  or  shall  have  previously,  from 
the  funds  of  the  Fitchburg  Railroad  Company,  been 
applied  to  the  purchase  of  real  estate  for  railroad  pur¬ 
poses  upon  or  immediately  connected  with  the  road  of 
the  Vermont  and  Massachusetts  Railroad  Company, 
and  in  its  name,  but  for  the  occupation  of  the  Fitch¬ 
burg  Railroad  Company  as  lessee,  or  to  permanent  and 
substantial  improvements,  and  such  as  are  not  in  the 
nature  of  renewals  or  repairs,  upon  or  connected  Avith 


8 


Covenant 
to  sell 
Brattleboro 
Branch. 


Proviso  for 
disposition 
of  the 
proceeds. 


the  road,  road  bed,  bridges,  track  or  real  estate  of  the 
said  Vermont  and  Massachusetts  Railroad  Company, 
or  for  the  straightening  or  alteration  of  the  line  of  the 
road  of  the  Vermont  and  Massachusetts  Railroad  Com¬ 
pany,  or  laying  other  tracks,  or  for  excess  in  cost  of 
steel  over  iron  rails,  or  for  any  or  all  said  purposes, 
but  for  no  other  purpose  whatever. 

And  the  Vermont  and  Massachusetts  Railroad  Com¬ 
pany  doth  further  covenant  and  agree  with  the  Fitch¬ 
burg  Railroad  Company,  that  it  will,  upon  the  written 
request  of  the  Fitchburg  Railroad  Company,  sell  and 
convey  to  such  person  or  persons  or  corporation  as 
may  be  designated  in  such  request  (provided  such  sale 
can  lawfully  be  made)  that  portion  of  the  Vermont 
and  Massachusetts  Railroad,  which  lies  between 
“  Grout’s  Corner  ”  and  Brattleboro,  V ermont,  and 
known  as  the  Brattleboro  Branch,  with  all,  or  any 
part,  of  the  real  estate  reasonably  appertaining  to  that 
portion  of  the  road,  upon  such  reasonable  terms  as 
said  Fitchburg  Railroad  Company  may  direct ;  and  in 
case  of  a  dispute  between  the  parties  to  this  lease  as  to 
the  reasonableness  of  the  said  terms,  the  same  shall  be 
determined  by  referees  chosen,  one  by  each  of  said 
parties,  and  the  third  by  the  two  so  chosen  ;  and  if 
either  party  shall  refuse  to  choose  a  referee,  an  umpire 
shall  be  appointed  by  the  Supreme  Judicial  Court ; 
and  the  said  Fitchburg  Railroad  Company  shall  re¬ 
ceive  the  proceeds  of  said  sale ;  but  upon  the  express 
agreement  however,  that  all  the  proceeds  of  said  sale, 
or  a  sum  equal  thereto,  shall  be,  or  shall  have  previ¬ 
ously  from  the  funds  of  the  Fitchburg  Railroad  Com¬ 
pany  been,  applied  to  the  purchase  of  real  estate  for 
railroad  purposes  upon  or  immediately  connected  with 
the  road  of  the  Vermont  and  Massachusetts  Railroad 
Company  and  in  its  name,  but  for  the  occupancy  of 
the  Fitchburg  Railroad  Company  as  lessee,  or  to  per¬ 
manent  and  substantial  improvements  and  such  as  are 
not  in  the  nature  of  renewals  or  repairs,  upon  or  con¬ 
nected  with  the  road,  road  bed,  track,  bridges,  or  real 


9 


estate  of  the  said  Vermont  and  Massachusetts  Rail¬ 
road  Company,  or  for  the  straightening  or  alteration  of 
the  line  of  the  road  of  the  Vermont  and  Massachusetts 
Railroad  Company,  or  laying  other  tracks,  or  for  the 
excess  of  cost  of  steel  over  iron  rails,  or  for  any,  or  all 
said  purposes  but  for  no  other  purpose  whatever  — 
Provided  however,  and  it  is  expressly  agreed,  that  if 
at  the  time  of  said  sale,  the  one  million  and  a  half  of 
bonds  of  the  Vermont  and  Massachusetts  Railroad 
Company  —  being  the  amount  hereinbefore  agreed 
upon  —  shall  have  been  issued,  and  are  outstanding, 
the  whole  proceeds  of  said  sale  shall  be  applied  to  the 
purchase  and  extinction  of  said  bonds,  or  to  a  sinking 
fund  to  be  kept  expressly  for  that  purpose  ;  and  if  at 
the  time  of  said  sale  no  part  of  said  issue  of  one  mil¬ 
lion  and  a  half  of  bonds  shall  have  been  made  —  or  if 
a  part  of  said  bonds  have  been  issued,  but  the  said  is¬ 
sue  with  the  proceeds  of  said  sale  do  not  amount  to 
one  million  and  a  half  dollars  —  the  Vermont  and 
Massachusetts  Railroad  Company  shall  not  be  required 
to  issue  said  bonds  to  any  greater  amount,  than  the 
difference  between  the  actual  proceeds  of  said  sale 
added  to  the  bonds  already  issued,  and  the  sum  of  one 
million  and  a  half  of  dollars ;  and  in  case  a  part  only 
of  said  bonds  shall  have  been  issued  before  the  sale  of 
said  Branch,  and  the  part  so  issued  together  with  the 
proceeds  of  said  sale  exceeds  the  sum  of  one  million 
and  a  half  dollars,  so  much  of  the  proceeds  of  said  sale 
shall  be  applied  to  the  payment  of  said  bonds  (or  car¬ 
ried  to  a  sinking  fund)  as  will  reduce  the  sum  of  said 
bonds  and  proceeds  to  one  million  and  a  half  dollars, 
the  investment  in  a  sinking  fund  being  regarded  for 
the  purposes  of  this  clause,  as  payment  and  extinction, 
pro  tanto ,  of  said  bonds. 

And  the  Vermont  and  Massachusetts  Railroad  Com- covenant 

to  issue 

pany  doth  further  covenant  and  agree,  that  as  its  nowbond3i,11 

x  '  #  07  renewal. 

existing  bonds  and  all  other  bonds  hereinbefore  pro¬ 
vided  for  mature,  it  will,  on  request  of  the  Fitchburg 
Railroad  Company,  duly  issue  new  bonds  to  the  extent 


10 


of  eighty  per  centum  of  those  so  maturing,  at  a  rate  of 
interest  of  six  or  seven  per  centum  at  the  option  of  the 
Fitchburg  Railroad  Company,  to  be  sold  at  not  less 
than  par,  and  the  proceeds  to  be  applied  to  the  pay¬ 
ment  to  that  extent  of  the  bonds  so  maturing.  And 
the  said  new  bonds,  if  required,  shall  be  delivered,  at 
least  six  months  before  the  maturity  of  the  existing 
bonds,  to  a  committee  consisting  of  an  equal  number 
from  the  board  of  Directors  of  each  of  said  Companies, 
to  be  by  them  sold  and  the  proceeds  strictly  applied  to 
the  payment  of  the  maturing  bonds.  And  the  exist¬ 
ing  bonds  shall  be  delivered  up,  when  paid,  to  the 
Treasurer  of  the  Vermont  and  Massachusetts  Railroad 
Company,  cancelled.  And  upon  the  maturity  of  all 
the  bonds  so  issued  in  renewal  by  the  Vermont  and 
Massachusetts  Railroad  Company  as  provided  in  this 
agreement,  the  Vermont  and  Massachusetts  Railroad 
Company  shall,  upon  request  of  the  Fitchburg  Rail¬ 
road  Company,  issue  new  bonds  to  the  extent  of 
seventy-five  per  centum  of  the  whole  amount  so  ma¬ 
turing,  of  like  tenor,  and  in  such  due  season,  as  to  en¬ 
able  the  Fitchburg  Railroad  Company  to  liquidate  and 
pay  seventy-five  per  centum  thereof.  And  when 
again  such  new  bonds  mature,  the  Vermont  and  Mas¬ 
sachusetts  Railroad  Company  will  again  issue  bonds 
of  like  tenor  to  the  amount  of  two- thirds  of  the  amount 
so  maturing.  And  when  said  last  named  bonds  ma¬ 
ture,  will  again  issue  new  bonds  of  a  like  tenor  to  the 
amount  of  one-half  of  the  bonds  so  maturing ;  it  being 
always  understood  and  agreed,  that  the  difference  in 
each  case,  which  is  twenty  per  centum  of  the  original 
issue,  shall  be  paid  from  the  funds  of  the  Fitchburg 
Railroad  Company.  The  time  during  which  said 
bonds  shall  run  in  each  case  of  issue  shall  not  exceed 
twenty  years. 

covenant  to  And  the  said  Vermont  and  Massachusetts  Railroad 

apply  to  the 

Legislatures  Company  hereby  covenants  and  agrees  with  the  Fitcli- 

fornecessary  1  J  J  0 

authority,  burg  Railroad  Company  that  it  will,  at  all  times,  upon 
the  written  request  of  the  Fitchburg  Railroad  Com- 


11 


pany,  make  application  to  the.  Legislatures  of  Massa¬ 
chusetts  or  Vermont  for  all  such  acts  and  authority  as 
may  be  necessary  in  the  premises,  and  do  all  things 
which  may  be  necessary  or  proper  to  enable  the  Fitch¬ 
burg  Railroad  Company  to  procure  the  money  neces¬ 
sary  for  the  purposes  aforementioned,  in  the  manner 
above  mentioned.  But  all  acts  of  the  Vermont  and 
Massachusetts  Railroad  Company  under  this  clause 
shall  be  at  the  cost  and  expense  of  the  Fitchburg  Rail¬ 
road  Company. 

And  in  consideration  of  the  foreqoinq  the  said  Fitch-  Covenant 
burg  Railroad  Company  doth  hereby  covenant  and  agree 
to  pay  to  the  said  Vermont  and  Massachusetts  Rail¬ 
road  Company  as  annual  rent,  for  the  first  two  years, 
a  sum  each  year  equal  to  four  per  centum  per  annum 
on  the  present  amount  of  the  capital  stock  of  the  said 
Vermont  and  Massachusetts  Railroad  Company,  two 
million,  eight  hundred  and  sixty  thousand  dollars  ; 
for  the  third  and  fourth  years  a  sum  each  year  equal 
to  five  per  centum  per  annum  upon  said  capital  stock ; 
and  for  each  year  of  the  remainder  of  said  term  of  nine 
hundred  and  ninety-nine  years,  a  sum  equal  to  six  per 
centum  per  annum,  upon  said  capital  stock.  And  the 
said  rent  is  payable  semi-annually  on  the  first  days  of 
April  and  October  of  each  year  of  said  term,  in  good 
and  lawful  money  of  the  United  States,  and  is  to  com¬ 
mence  on  the  first  day  of  January,  A.  D.  1874,  and  is 
payable  at  the  office  of  the  Treasurer  of  the  Vermont 
and  Massachusetts  Railroad  Company.  The  rent  on 
the  first  day  of  April,  A.  D.  1874,  is  to  be  for  three 
months  and  not  for  six  months. 

And  the  said  Fitchburg  Railroad  Company  doth  covenant 

47  to  pay  in- 

further  covenant  and  agree  to  pay  the  interest  on  the  terest,  and 

instalments 

bonds  of  the  Vermont  and  Massachusetts  Railroad  of  sinkin 

fund. 

Company  as  it  may  accrue,  and  the  principal  thereof 
when  due,  and  also  all  the  installments  of  the  sinking 
fimd,  and  in  the  event  that  any  of  the  convertible 
bonds  of  the  said  Vermont  and  Massachusetts  Rail¬ 
road  Company  shall  be  converted  into  stock,  the  said 


12 


Leasee  to 
pay  $3,000 
annually. 


Covenant 
to  pay 
taxes. 


Covenant  to 
expend 
money  de¬ 
rived  from 
sales  of  land 


Covenant to 
indemnify, 
and  save 
Lessor 
harmless. 


Fitchburg  Railroad  Company  doth  agree  to  pay,  as  ad¬ 
ditional  rental,  the  same  annual  per  centum  on  said 
new  stock  as  is  hereinbefore  set  forth  and  provided  as 
to  the  other  stock,  and  at  the  same  place  and  time. 

And  the  said  Fitchburg  Railroad  Company  agrees  to 
pay  to  the  Vermont  and  Massachusetts  Railroad  Com- 
'pany  the  sum  of  three  thousand  dollars  annually,  for 
the  purpose  of  defraying  the  expenses  of  the  main¬ 
tenance  of  its  organization  and  the  salaries  of  its  offi¬ 
cers  ;  said  amount  to  be  paid  in  equal  quarterly  pay¬ 
ments. 

And  the  said  Fitchburg  Railroad  Company  further 
agrees  to  pay  all  taxes,  whether  national,  state,  county 
or  municipal,  which  shall  he  assessed  upon  said  Ver¬ 
mont  and  Massachusetts  Railroad  Company,  or  upon 
its  railroad,  or  any  of  its  property,  or  which  shall  he 
required  to  be  paid  by  said  Vermont  and  Massachu¬ 
setts  Railroad  Company  for  any  year  or  part  of  year 
during  said  term  ;  and  if  at  any  time  during  said  term 
a  tax  shall  he  assessed  upon  the  stock  of  the  party  of 
the  first  part,  as  a  tax  on  property  of  stock-holders, 
and  as  a  substitute  for  the  tax  or  any  part  thereof  now 
levied  upon  the  corporation,  the  party  of  the  second 
part  hereby  agrees  to  pay  the  same,  as  also  all  charges 
and  assessments  in  the  nature  of  taxes,  so  that  the 
party  of  the  first  part  shall  receive  the  clear  annual 
revenue  hereinbefore  stated  and  fully  set  forth. 

And  the  said  Fitchburg  Railroad  Company  further 
agrees  to  expend  all  sums  of  money  received  from 
■  sales  of  land,  or  an  amount  equal  thereto  as  hereinbe¬ 
fore  fully  set  forth,  in  permanent  improvements  upon, 
or  connected  with,  the  road  or  real  estate  of  the  Ver¬ 
mont  and  Massachusetts  Railroad  Company  and  such 
as  are  not  in  the  nature  merely  of  renewals  or  repairs. 

And  the  party  of  the  second  part  doth  further  agree 
to  assume  all  the  debts,  claims,  liabilities,  and  obliga¬ 
tions  of  every  nature  and  description,  now  incurred 
and  outstanding  against  the  said  Vermont  and  Massa¬ 
chusetts  Railroad  Company,  or  that  may  in  any  way 


13 


hereafter  arise  or  grow  out  of  any  transactions,  busi¬ 
ness,  negligence,  or  misfeasance  had  or  committed  by 
said  Vermont  and  Massachusetts  Railroad  Company 
prior  to  the  first  day  of  January  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  seventy-four, 
and  to  forever  indemnify  and  wholly  save  harmless 
the  said  Vermont  and  Massachusetts  Railroad  Com¬ 
pany  therefrom.  And  the  said  party  of  the  second 
part  further  agrees  fully  to  indemnify,  and  save  harm¬ 
less,  the  party  of  the  first  part  from  and  against  all 
claims,  obligations,  losses,  liabilities,  or  expenses,  that 
it  may  in  any  wise  incur,  or  become  liable  to,  after  said 
first  day  of  January,  that  may  in  any  manner  arise,  or 
grow  out  of,  any  transactions,  business,  negligence,  or 
misfeasance  in  any  way  connected  with  the  operation, 
management,  or  control  of  said  leased  road,  or  any  of 
its  property. 

And  whereas  the  said  party  of  the  first  part  has  con-  covenant 
tracts  for  business  and  other  matters  still  unexecuted  contracts, 
and  open,  the  party  of  the  second  part  doth  hereby 
agree  to  assume  and  perform  all  such  contracts  and 
agreements,  and  to  do,  and  to  keep,  all  things  therein 
to  be  kept  and  performed,  and  save  the  party  of  the 
first  part  harmless  therefrom.  And  it  is  to  have  and 
receive  all  payments  and  benefits  to  be  had  and  re¬ 
ceived  by  the  party  of  the  first  part  under  and  by  vir¬ 
tue  of  the  same. 

Said  party  of  the  second  part  further  agrees  that  it  maintain, 
will  at  all  times  keep,  rebuild,  and  maintain  said  Rail-  replace  and 
road,  its  road  bed,  bridges,  superstructures,  buildings, 
grounds,  and  fences,  and  every  thing  pertaining  to  the 
same,  in  as  good  repair  and  condition  as  it  now  is,  and 
as  the  law  may  require.  But  nothing  herein  contained 
shall  prevent  the  lessee  from  altering,  taking  down,  or 
removing  any  structures  on  the  premises  ;  but  in  such 
case,  and  in  place  thereof,  it  shall  on  some  part  of  the 
leased  premises  make  other  improvements  or  erect 
other  structures,  equal  in  value  to  the  structures  al¬ 
tered,  taken  down,  or  removed.  And  the  said  Fitch- 


14 


Right  to 
sell  rolling 
stock. 


Covenant 
to  discharge 
chartered 
obligations 
of  Lessor. 


Passes  to  he 
issued. 


Forfeiture 

clause. 


burg  Railroad  Company  shall  have  the  right  to  use  all 
the  rolling  stock  of  the  Vermont  and  Massachusetts 
Railroad  Company  on  and  over  its  own  road,  or  over 
any  road  where  it  can  lawfully  send  its  own  cars  ;  and 
may,  at  any  and  all  times,  sell  the  locomotives,  tools^ 
machinery,  fixtures,  other  rolling  stock,  furniture,  and 
other  personal  property  herein  leased,  substituting 
other  property  of  equal  value  therefor. 

And  the  said  party  of  the  second  part  covenants  and 
agrees  that  in  managing  and  operating  said  leased  road 
it  will,  as  far  as  it  lawfully  may,  assume  and  perform 
all  obligations  and  duties  to  which  it  would  be  liable 
under  the  laws  and  the  Charter  of  the  Vermont  and 
Massachusetts  Railroad  Company,  in  case  the  said 
Railroad  was  owned  by  said  party  of  the  second  part, 
and  make  all  returns  that  are  or  may  be  required  by 
law  of  the  Vermont  and  Massachusetts  Railroad  Com¬ 
pany. 

And  the  party  of  the  second  part  further  agrees  to 
furnish,  during  the  term  of  this  lease,  to  the  officers 
for  the  time  being  of  the  Vermont  and  Massachusetts 
Railroad  Company,  not  exceeding  nine  in  number,  free 
annual  passes  over  the  Fitchburg,  and  Vermont  and 
Massachusetts  Railroads,  on  regular  passenger  trains  ; 
the  said  officers  taking  the  risk  of  all  personal  damage, 
detention,  injury,  or  loss  of  baggage,  from  any  cause 
whatsoever  on  said  passage.  And  it  also  agrees  that 
the  stockholders  of  the  Vermont  and  Massachusetts 
Railroad  may  pass  free  over  said  roads  at  any  stock¬ 
holders  meeting  during  said  term. 

These  presents  are  upon  the  condition,  that  if  the 
said  Fitchburg  Railroad  Company  shall  neglect  or  re¬ 
fuse  to  pay  the  rent  herein  reserved,  or  any  part 
thereof,  for  more  than  six  months  after  the  same  shall 
have  become  due  —  previous  written  notice  of  at  least 
thirty  days  having  been  given  by  the  President  and 
Directors  of  the  Vermont  and  Massachusetts  Railroad 
Company  that  this  neglect  or  refusal  will  be  consid¬ 
ered  as  a  forfeiture  of  this  lease  —  or  if  the  said  Fitch- 


15 


burg*  Railroad  Company  shall  continue  to  neglect,  or 
fail  to  perform,  any  or  either  of  the  covenants  on  its 
part  to  be  performed,  for  more  than  six  months  after 
written  notice  from  the  President  and  Directors  of  the 
Vermont  and  Massachusetts  Railroad  Company  of  such 
neglect  or  failure,  and  that  if  continued  it  will  be  re¬ 
garded  as  a  forfeiture  of  this  lease  —  then  and  in 
either  of  said  cases,  the  said  party  of  the  first  part 
may  lawfully,  at  any  time  after  the  expiration  of  said 
six  months  and  while  such  neglect  or  default  contin¬ 
ues,  without  further  notice  or  demand,  enter  into  and 
upon  the  leased  premises,  or  any  part  thereof  in  the 
name  of  the  whole,  and  repossess  the  same  as  of  its 
former  estate,  and  expel  the  party  of  the  second  part 
and  those  claiming  under  it,  without  prejudice  to  any 
remedies  which  might  otherwise  be  used  for  arrears  of 
rent  or  preceding  breach  of  covenant. 

And  whenever  payment  of  rent  as  hereinbefore  pro-  interest 

L  J  to  be  paid 

vided  shall  be  delayed,  interest  shall  be  paid  by  the  rent  in 
party  of  the  second  part  to  the  party  of  the  first  part, 
from  the  time  when  such  rent  shall  become  due,  at  the 
rate  of  ten  per  centum  per  annum,  up  to  the  time  that 
notice  shall  be  given  that  such  delay  will  be  regarded 
as  a  forfeiture.  But  nothing  herein  shall  be  consid¬ 
ered  to  work  a  forfeiture  of  this  lease  when  the  omis¬ 
sion  or  delay  on  the  part  of  the  Fitchburg  Railroad 
Company  in  performing  any  obligations  hereunder  — 
saving  only  the  payment  of  the  rent  —  results  from 
causes  reasonably  beyond  its  control,  or  when,  from 
any  cause,  such  omission  or  delay  ought  not  in  equity 
to  work  a  forfeiture  -T  and  nothing  shall  prevent  the 
right  of  the  Fitchburg  Railroad  Company  to  delay  the 
payment  of  any  claim  or  demand  against  the  Vermont 
and  Massachusetts  Railroad  Company  which,  for  rea¬ 
sonable  cause,  it  may  choose  to  litigate  at  its  own  cost. 

And  the  Fitchburg  Railroad  Company  doth  further  covenant 

to  render 

agree,  that  in  the  event  of  the  forfeiture  of  this  lease  equivalent, 
for  breach  of  the  condition  thereof,  and  entry  and  re¬ 
possession  by  the  lessor,  it  will  jDay  over,  or  render  a 


16 


sufficient  equivalent  for,  the  appraised  value  of  the 
personal  property  herein  assigned  and  made  over, 
(upon  the  basis  of  an  inventory  thereof,  made  at  the 
time  of  the  execution  hereof,)  and  for  the  locomotives, 
tools,  machinery,  fixtures,  rolling  stock,  furniture,  sup¬ 
plies,  and  other  property  which  it  shall  have  sold  un¬ 
der  the  authority  hereinbefore  contained, 
to  pay  bonds  And  the  Fitchburg  Railroad  Company  doth  further 
agree,  that  whenever,  in  pursuance  of  the  terms  of  this 
agreement,  the  Vermont  and  Massachusetts  Railroad 
Company  shall  issue  its  bonds  as  herein  provided  for, 
the  Fitchburg  Railroad  Company  will  pay  the  princi¬ 
pal  and  interest  thereof  as  they  may  become  due,  and 
save  the  Vermont  and  Massachusetts  Railroad  Com¬ 
pany  harmless  therefrom  ;  and  will  also,  in  the  event 

To  secure  by  that  it  places  a  mortgage  or  other  lien  upon  its  road, 
mortgage.  ° 

or  upon  its  interest  in  the  Vermont  and  Massachusetts 
Road,  include  and  secure  in  said  mortgage  all  said 
bonds  outstanding  and  unpaid,  and  all  issued  in  re¬ 
newal  of  them  or  any  part  of  them  ;  and  it  doth  fur¬ 
ther  agree,  that  all  the  proceeds  of  said  bonds,  or  a 
sum  equal  thereto,  shall  be  or  shall  previously  from 
the  funds  of  the  Fitchburg  Railroad  Company  have 
rea?estateSor  been,  applied  to  the  purchase  of  real  estate  for  railroad 
improve-11  purposes,  upon  or  immediately  connected  with  the 
road  of  the  Vermont  and  Massachusetts  Railroad  Com¬ 
pany  and  in  its  name,  but  for  the  occupation  of  the 
Fitchburg  Railroad  Company  as  lessee,  or  shall  be  ap¬ 
plied  to  permanent  and  substantial  improvements,  and 
such  as  are  not  in  the  nature  of  renewals  or  repairs, 
upon  or  connected  with  the  road,  road  bed,  bridges, 
track,  or  real  estate  of  the  said  Vermont  and  Massa¬ 
chusetts  Railroad  Company,  or  to  the  straightening  or 
alteration  of  the  line  of  the  road  of  the  Vermont  and 
Massachusetts  Railroad  Company,  or  to  laying  other 
tracks,  or  to  the  excess  in  the  cost  of  steel  over  iron 
rails,  or  to  any  and  all  said  purposes,  but  to  no  other 
purpose  whatever. 


ments. 


17 


And  the  Fitchburg  Railroad  Company  doth  further  covenant 
agree,  that  whenever  the  Vermont  and  Massachusetts 
Railroad  Company  shall  sell  any  portion  of  its  real  es- of  real  estate, 
tate  as  hereinbefore  provided  for,  the  proceeds  thereof, 
or  a  sum  equal  thereto,  shall  be,  or  shall  previously 
from  the  funds  of  the  Fitchburg  Railroad  Company 
have  been,  applied  to  the  purchase  of  real  estate,  for 
railroad  purposes,  upon  or  immediately  connected  with 
the  road  of  the  Vermont  and  Massachusetts  Railroad 
Company  and  in  its  name,  but  for  the  occupancy  of 
the  Fitchburg  Railroad  Company  as  lessee  ;  or  shall 
be  applied  to  permanent  and  substantial  improvements, 
and  not  such  as  are  in  the  nature  of  renewals  or  re¬ 
pairs,  upon  or  connected  with  the  road,  road  bed, 
track,  bridges,  or  real  estate  of  the  said  Vermont  and 
Massachusetts  Railroad  Company,  or  to  the  straighten¬ 
ing  or  alteration  of  the  line  of  the  road  of  the  Vermont 
and  Massachusetts  Railroad  Company,  or  to  laying 
other  tracks,  or  to  any  and  all  said  purposes,  but  to  no 
other  purpose  whatever. 

Provided  however,  and  the  Fitchburg  Railroad  Com-  of^onds011 
pany  doth  further  agree  that  if  at  the  time  of  the  saleoneandato 
of  the  Brattleboro  Branch  as  hereinbefore  provided  jjf  do^irs?11 
for,  the  one  million  and  a  half  of  bonds  of  the  Vermont 
and  Massachusetts  Railroad  Company  —  being  the 
amount  hereinbefore  agreed  upon  —  shall  have  been 
issued  and  are  outstanding,  the  whole  proceeds  of  said 
sale,  or  sales,  shall  be  applied  to  the  purchase  and  ex¬ 
tinction  of  said  bonds,  or  to  a  sinking  fund  to  be  kept 
expressly  for  that  purpose. 

And  the  said  Fitchburg  Railroad  Company  doth 
further  agree,  that  in  case  a  part  only  of  said  bonds 
shall  have  been  issued  before  the  sale  of  said  branch, 
and  the  part  so  issued  together  with  the  proceeds  of 
said  sale  exceeds  the  sum  of  one  million  and  a  half  of 
dollars,  so  much  of  the  said  proceeds  of  said  sale  shall 
be  applied  to  the  payment  of  said  bonds  (or  carried  to 
a  sinking  fund)  as  will  reduce  the  sum  of  said  bonds 
and  proceeds  to  one  million  and  a  half  of  dollars,  the 


18 


Covenant 
to  account. 


Lessee  may 
relocate  or 
rebuild. 


Inventory 
and  ap¬ 
praisals. 


investment  in  a  sinking  fund  being  regarded  for  the 
purpose  of  this  clause,  as  payment  and  extinction,  pro 
tanto ,  of  said  bonds. 

And  the  Fitchburg  Railroad  Company  agrees,  at  all 
times  upon  the  request  of  the  Directors  of  the  Ver¬ 
mont  and  Massachusetts  Railroad  Company,  to  fur¬ 
nish  the  said  Directors  with  a  full  and  detailed  ac¬ 
count  of  all  expenditures,  by  said  Fitchburg  Railroad 
Company,  of  the  money  received  from  all  its  sales  of 
the  lands  of  the  Vermont  and  Massachusetts  Railroad 
Company,  its  sale  of  said  Brattleboro  Branch  if  made, 
and  from  the  sale  of  any  bonds  issued  or  renewed  un¬ 
der  the  provision  of  this  lease. 

It  is  further  agreed  and  understood  between  the 
parties  hereto,  that  the  Fitchburg  Railroad  Company 
may  relocate  or  rebuild  any  part  of  the  line  of  the 
Vermont  and  Massachusetts  Railroad,  and  for  the  pur¬ 
pose  of  straightening  the  same,  or  improving  the  grades 
or  curvatures,  may  discontinue  any  portion,  so  far  as  it 
can  lawfully  be  done,  and  may  construct  a  second 
track  in  whole  or  in  part,  sidings,  stations,  and,  in 
general,  may  make  any  reasonable  and  proper  altera¬ 
tions,  additions  or  improvements  on  said  property, 
which  the  said  Vermont  and  Massachusetts  Railroad 
would,  if  acting  in  its  own  corporate  capacity,  have 
power  to  do.  All  however  is  to  be  paid  for  by  the 
Fitchburg  Railroad  Company  either  out  of  its  own 
funds,  or  out  of  the  funds  to  be  raised  from  bonds  or 
otherwise  as  herein  provided. 

In  addition  to  the  inventory  of  the  personal  property 
assigned  and  made  over  as  above  provided,  there  shall 
be  another  inventory  and  appraisal  made  at,  or  imme¬ 
diately  after,  the  execution  of  this  lease,  of  all  the  lo¬ 
comotives,  cars,  rolling  stock,  machinery,  and  personal 
property  of  every  nature  and  description  demised  to 
the  Fitchburg  Railroad  Company  by  this  lease,  and  an 
accurate  description  and  appraisal  made  of  the  road, 
tracks,  buildings,  bridges,  and  all  similar  property  ap¬ 
pertaining  to  and  of  the  nature  of  real  estate,  of  the 


19 


V ermont  and  Massachusetts  Railroad  Company ;  and  a 
copy  of  such  inventory,  description,  and  appraisals 
shall  he  furnished  to  each  of  said  Companies  ;  and  the 
same  shall  he  evidence  in  any  and  all  cases  in  which 
the  question  of  the  value  of  said  property  at  the  time 
of  making  this  lease  shall  arise.  The  said  inventory, 
description,  and  appraisals,  as  also  the  other  inventory 
and  appraisal  provided  for  in  this  lease,  shall  be  made 
by  two  disinterested  persons,  one  selected  by  each  of 
said  Companies,  who  in  case  of  any  dispute  or  disa¬ 
greement  may  choose  a  third. 

And  if  at  any  time  it  shall  happen  that  this  lease  Lease  de- 

^  termining 

shall  be  or  become  invalid,  or  shall  be  terminated  with-  without  de¬ 
fault, 

out  the  default  of  either  party,  then,  and  in  such  case,  parties  to 

^  ’be  restored 

each  party  shall  he  restored  as  near  as  may  be  to  the  to  former 
condition  in  which  it  stood  before  the  lease  was  made, 
and  due  allowance  shall  be  made  for  what  each  party 
has  paid,  received,  or  become  liable  for  in  consequence 
of  this  lease,  or  in  carrying  out  its  provisions,  so  as  to 
make  an  equitable  adjustment  between  them,  (but  in 
no  case  shall  any  rent  be  returned,  it  being  understood 
that  the  rent  and  the  value  of  the  occupation  shall  be 
considered  as  mutually  equivalent)  and  if  the  parties 
cannot  agree  upon  such  adjustment,  or  upon  an  arbi¬ 
tration,  then  the  party  aggrieved  shall  have  a  claim 
to  relief  at  law  or  in  equity. 

All  the  covenants  by  either  corporation  shall  be^^gon 
binding  upon  its  successors  and  assigns,  and  all  the  assigns- 
covenants  to  or  with  either  corporation  shall  enure  to 
the  benefits  of  its  successors  and  assigns  in  the  same 
manner  as  if  in  each  case  it  had  been  fully  expressed. 


20 


Til  (Uitlte$$  m hereof,  the  Vermont  and  Massa¬ 
chusetts  Railroad  Company  by  its  President,  and 
the  Fitchburg  Railroad  Company  by  its  President, 
the  President  of  each  of  said  Companies  being  thereto 
duly  authorized  as  a  committee,  have  to  this,  and  one 
other  instrument  of  even  date  and  tenor  herewith, 
signed  their  corporate  names,  and  affixed  their  corpor¬ 
ate  seals,  the  year  and  day  first  above  mentioned. 


£ 

o 

XTX 


Vermont  and  Massachusetts  Rail¬ 
road  Company,  by  Daniel  S. 

Richardson,  President,  hereto  au¬ 
thorized  as  a  Committee  by  the 
Directors. 

Fitchburg  Railroad  Company,  by 
William  B.  Stearns,  President, 
hereto  authorized  as  a  Commit¬ 
tee  by  the  Directors. 

Countersigned  by 

Franklin  V.  Poor,  Treasurer  Vermont  and 
Massachusetts  Railroad  Company. 

Countersigned  by 

M.  D.  Benson,  Treasurer  Fitchburg  Railroad 
Company. 


COMMONWEALTH  OF  MASSACHUSETTS. 


Suffolk,  ss.,  January  7th,  1874. 

Then  personally  appeared  William  B.  Stearns,  and 
as  President  of  the  Fitchburg  Railroad  Company,  and 
as  a  committee  duly  authorized  thereto,  acknowledged 
the  above  to  be  the  free  act  and  deed  of  the  Fitchburg 
Railroad  Company. 

Before  me 

P.  E.  TESCHEMACHER,  Justice  of  the  Peace. 


21 


COMMONWEALTH  OF  MASSACHUSETTS. 

Suffolk,  ss.,  January  7th,  1874. 

Then  personally  appeared  Daniel  S.  Richardson, 
and  as  President  of  the  Vermont  and  Massachusetts 
Railroad  Company,  and  as  a  committee  duly  author¬ 
ized  thereto,  acknowledged  the  above  to  be  the  free 
act  and  deed  of  the  Vermont  and  Massachusetts  Rail¬ 
road  Company. 

Before  me 

P.  E.  TESCHEMACHER,  Justice  of  the  Peace. 


This  memorandum  witnesses  that  the  terms  of  the 
within  lease,  have,  before  its  approval  by  the  stockhold¬ 
ers  of  the  Companies  therein  named,  been  unanimously 
agreed  upon  by  the  Directors  thereof,  acting  under 
votes  of  their  respective  boards,  both  in  their  official 
capacity  and  as  representatives  of  their  respective 
boards. 


^  Daniel  S.  Richardson, 

ll«ds  Geo.  F.  Fay, 

F.  Goodhue, 

ilUt  Wende11  T.  Davis, 

T.  K.  Ware, 

Jas.  A.  Dupee, 

?3ol  Wm.  H.  Hill, 


Directors  of 
Vermont  and 
Massachusetts 
Railroad  Company. 


l  gg  •  a 

£>§«  |  Wm.  B.  Stearns, 

”  ^  iJD  W 

h  Robert  Codman, 
oSl  S.  Seth  Bemis, 

S'gS  5  P.  B.  Brigham, 
.-§g5  .  o  Alvah  Crocker, 


Directors  of  the 
y  Fitchburg  Railroad 
Company. 


22 


Extracts  from  the  Directors’  Records  of  the  Fitch¬ 
burg  Railroad  Company. 

The  following  vote  was  passed  at  a  meeting  held 
December  18th,  1873  : 

“Voted':  That  it  is  expedient  to  call  a  Special 
Meeting  of  the  stockholders  of  the  Fitchburg  Railroad 
Company,  to  he  held  at  the  Passenger  Station  on 
Causeway  Street,  Boston,  on  Wednesday,  the  31st 
day  of  December  1873,  at  11  o’clock  A.  M.,  to  see  if 
the  stockholders  will  authorize  the  Directors  to  take  a 
lease  of  the  Vermont  and  Massachusetts  Railroad  and 
its  branches,  for  nine  hundred  and  ninety-nine  years, 
and  to  act  upon  the  terms  thereof  ;  and  the  Clerk  is 
hereby  directed  to  call  the  same.” 

The  following  vote  was  passed  at  a  meeting  held 
December  29th,  1873. 

“  The  proposed  lease  of  the  Vermont  and  Massachu¬ 
setts  Railroad  having  been  presented  and  read,  on  mo¬ 
tion  of  Mr.  Bemis,  seconded  by  Mr.  Crocker,  it  was 
voted  that  this  board  do  agree  to  said  lease  and  ap¬ 
prove  the  same,  subject  to  the  approval  of  the  stock¬ 
holders.” 

Extract  from  the  Stockholders’  Records  of  the  Fitch¬ 
burg  Railroad  Company. 

The  following  vote  was  passed  at  a  Special  Meeting 
of  the  stockholders  of  the  Fitchburg  Railroad  Com¬ 
pany,  held  Wednesday,  the  31st  day  of  December, 
1873:  “That  whereas  the  Directors  of  the  Vermont 
and  Massachusetts  Railroad  Company,  and  the  Direc¬ 
tors  of  the  Fitchburg  Railroad  Company,  whose  roads 
enter  upon  and  connect  with  each  other,  have  agreed 
that  the  first  named  Company,  shall  make  a  lease  of 
its  road  to  said  last  named  Company,  and  that  such 
lease  shall  be  for  the  term  of  nine  hundred  and  ninety- 
nine  (999)  years,  from  the  first  day  of  January  A.  D., 
one  thousand  eight  hundred  and  seventy-four,  and  that 
in  addition  to  the  payment  of  certain  taxes,  assess¬ 
ments  and  other  payments  to  be  made,  and  liabilities 


23 


to  be  assumed  and  fulfilled  by  the  lessees  under  said 
lease,  the  rent  of  such  rbad,  to  be  paid  half  yearly  by 
said  lessees,  shall  be  a  certain  percentage  upon  the 
Capital  Stock  issued  by  the  said  Vermont  and  Massa¬ 
chusetts  Railroad  Company,  viz  :  Four  per  cent,  per 
year  thereon  for  the  first  two  years  of  said  term,  five 
per  cent,  a  year  thereon  for  the  two  next  years  of  said 
term,  and  six  per  cent,  a  year  thereon  for  the  residue 
of  said  term.  And  whereas  the  said  Directors  have 
agreed  upon  all  the  terms  of  said  lease,  which  are  fully 
set  forth  in  the  draft  of  a  lease,  this  day  submitted  to 
the  stockholders  of  the  Fitchburg  Railroad  Company.” 

“  Now  therefore,  we,  the  stockholders  of  the  Fitch¬ 
burg  Railroad  Company,  do  sanction  and  confirm  such 
agreement,  and  do  hereby  approve  of  the  terms  of  said 
lease,  and  do  approve,  ratify  and  confirm  such  lease  it¬ 
self,  and  hereby  authorize  the  Directors  of  the  Fitch¬ 
burg  Railroad  Company  in  its  behalf,  either  by  their 
committee  or  collectively,  to  execute  the  same,  and  to 
affix  thereto  the  signature  and  corporate  seal  of  the 
Fitchburg  Railroad  Company.” 

Extract  from  the  Directors’  Records  of  the  Fitch¬ 
burg  Railroad  Company. 

The  following  vote  was  passed  at  a  meeting  held 
January  7,  1874 : 

“  On  motion  of  Mr.  Codman  it  was  voted  :  That  the 
President  of  this  Company  be  authorized  as  a  Com¬ 
mittee  to  execute  aild  acknowledge  the  lease  of  the 
Vermont  and  Massachusetts  Railroad,  approved  by  the 
Stockholders  at  their  Special  Meeting  held  December 
31,  1873,  and  to  affix  the  corporate  seal  thereto.” 

T  hereby  certify  that  the  foregoing  are  true  copies  from 
the  Records  of  the  Fitchburg  Railroad  Company. 

'  Attest :  THOMAS  WHITTEMORE, 

Clerk  of  the  Fitchburg  Railroad  Company. 

Extracts  from  the  Directors’  Records  of  the  Ver¬ 
mont  and  Massachusetts  Railroad  Company. 


24 


The  following  vote  was  passed  at  a  meeting,  held 
December  19,  1873  : 

“  V oted  :  That  a  Special  Meeting  of  the  Stockhold¬ 
ers  of  the  Vermont  and  Massachusetts  Railroad  Com¬ 
pany  be  called,  to  be  held  at  the  Passenger  Station  of 
the  Fitchburg  Railroad  Company,  on  Causeway  Street, 
in  Boston,  the  sixth  day  of  January  next,  at  eleven 
o’clock  A.  M.,  to  see  if  the  Stockholders  will  authorize 
the  Directors  to  lease  the  Vermont  and  Massachusetts 
Railroad  and  its  branches,  for  nine  hundred  and  nine¬ 
ty-nine  years,  and  to  act  upon  the  terms  thereof.” 

The  following  vote  was  passed  at  a  meeting  held 
January  6,  1874  : 

“  The  lease  of  the  Vermont  and  Massachusetts  Rail¬ 
road  to  the  Fitchburg  Railroad  Company,  as  agreed 
upon  by  the  joint  Boards  of  Directors,  was  submitted 
to  the  Board,  and  thereupon  the  following  vote  was 
unanimously  passed,  viz:  Voted:  That  this  Board 
agrees  to  said  lease  and  approves  the  same  subject  to 
the  approval  of  the  Stockholders.” 

Extract  from  the  Stockholders’  Records  of  the  Ver¬ 
mont  and  Massachusetts  Railroad  Company. 

The  following  vote  was  passed  at  a  Special  Meeting, 
held  January  6,  1874  : 

“  Whereas ,  the  Directors  of  the  V ermont  and  Massa¬ 
chusetts  Railroad  Company,  and  the  Directors  of  the 
Fitchburg  Railroad  Company,  whose  roads  connect 
with  each  other,  have  agreed  upon  a  lease  by  the  first 
named  Company,  of  its  road  to  the  last  named  Com¬ 
pany,  for  the  term  of  nine  hundred  and  ninety-nine 
years,  from  the  first  day  of  January,  in  the  year  one 
thousand  eight  hundred  and  seventy-four,  and  upon  all 
the  terms  thereof,  a  copy  of  which  lease  has  this  day 
been  read  and  submitted  to  the  stockholders  of  the 
Vermont  and  Massachusetts  Railroad  Company.” 

“  Now  therefore,  we,  the  stockholders  of  the  Ver¬ 
mont  and  Massachusetts  Railroad  Company,  do  sanc¬ 
tion  said  lease,  and  do  approve  the  terms  thereof,  and 


25 


do  hereby  authorize  the  Directors  of  the  Vermont  and 
Massachusetts  Railroad  Company,  in  its  behalf,  either 
by  their  committee  or  collectively,  to  execute  the 
same,  and  to  affix  thereto,  the  corporate  seal  of  the 
Vermont  and  Massachusetts  Railroad  Company.” 

Extract  from  the  Directors’  Records  of  the  Vermont 
and  Massachusetts  Railroad  Company. 

The  following  vote  was  passed  at  a  meeting  held 
January  7th,  1874  : 

“  Voted  :  That  the  President  of  this  Company  be  au¬ 
thorized,  as  a  committee,  to  execute  and  acknowledge 
the  lease  to  the  Fitchburg  Railroad  Company,  ap¬ 
proved  by  the  stockholders,  at  their  Special  Meeting, 
held  January  6th,  1874,  and  to  affix  the  corporate  seal 
thereto.” 

I  hereby  certify  that  the  foregoing  are  true  copies 
from  the  Records  of  the  Vermont  and  Massachusetts 
Railroad  Company. 

Attest:  B.  D.  LOCKE, 

Clerk  of  the  Vermont  and  Massachusetts  Railroad 
Company . 


•-/(//V  29  JS39 
mvm»n  "  Ul*. 


♦ 


